10-3702. Special meeting


A. A corporation with members shall hold a special meeting of members either:


1. On the call of its board or of the person or persons authorized to do so by the
articles or bylaws.


2. Except as provided in the articles of incorporation or bylaws of a corporation
organized primarily for religious purposes, if the holders of at least ten per cent of
the voting power of any corporation sign, date and deliver to any corporate officer one
or more written demands for the meeting describing the purpose or purposes for which it
is to be held.


B. The close of business on the thirtieth day before delivery of the demand or
demands for a special meeting to any corporate officer is the record date for the purpose
of determining whether the ten per cent requirement of subsection A of this section has
been met.


C. A corporation may hold a special meeting of members in or out of this state at
the place stated in or fixed in accordance with the bylaws. If no place is stated or
fixed in accordance with the bylaws, the corporation shall hold special meetings at the
corporation's principal office.


D. Unless otherwise provided in the articles of incorporation or bylaws, the
corporation may conduct only those matters at a special meeting of members that are
within the purpose or purposes described in the meeting notice required by section
10-3705.